Legal Policy

Cloud Commerce Ventures > Legal Policy

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (OR THE ENTITY YOU REPRESENT) AND CLOUDCOMMERCE VENTURES LLC.

IMPORTANT LEGAL NOTICE: These Terms of Service (“Terms”) constitute a legally binding agreement. While generated based on provided information and standard practices for technology service providers, THIS DOCUMENT IS NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL ADVICE. CloudCommerce Ventures LLC (“CloudCommerce Ventures,” “we,” “us,” or “our”) STRONGLY URGES YOU TO CONSULT WITH A QUALIFIED ATTORNEY licensed in California and any other relevant jurisdictions. This review should ensure these Terms align with your specific business model, risk tolerance, and full compliance with all applicable laws before publishing or relying on them. CloudCommerce Ventures LLC and its AI service provider assume no liability for the use or interpretation of these Terms.

1. Introduction & Acceptance of Terms

Welcome to CloudCommerce Ventures LLC! We are a California Limited Liability Company located at 16980 Nisqualli Rd Apt G208, Victorville, CA 92395. We provide specialized digital services focused on leveraging cloud technology to design, build, deploy, manage, and grow e-commerce businesses and platforms (“Services”). Our services are detailed further on our website, commerceventures.cloud (the “Website”), and in specific proposals and agreements.

These Terms govern your access to and use of our Website and all Services provided by CloudCommerce Ventures. By accessing our Website, requesting a quote, signing a Scope of Work, or using any of our Services, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference).

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree with these Terms, you must not use our Services.

2. Definitions

  • “Services” refers to all work performed by CloudCommerce Ventures, including but not limited to e-commerce platform development, cloud hosting & infrastructure management, cloud migration, headless commerce implementation, security & compliance consulting, data analytics & BI, AI implementation, CRM & marketing automation setup, API integration, digital marketing, B2B platform development, marketplace integration, cloud cost optimization, and technology consulting.
  • “Platform” refers to any e-commerce website, application, or system developed, deployed, or managed by CloudCommerce Ventures for a Client.
  • “Scope of Work” (SOW) or “Service Agreement” means a written document, proposal, or contract signed or agreed upon by both CloudCommerce Ventures and the Client, detailing the specific Services, deliverables, timelines, fees, and other terms applicable to a particular project or engagement.
  • “Client Content” means all text, images, graphics, videos, data, logos, trademarks, and any other materials provided by the Client to CloudCommerce Ventures for use in connection with the Services.
  • “Deliverables” means the specific outputs, platforms, reports, or results to be provided by CloudCommerce Ventures to the Client as defined in an SOW.
  • “Intellectual Property” includes all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
  • “Confidential Information” means information disclosed by one party to the other that is marked as confidential or reasonably should be understood to be confidential.

3. Scope of Services & The Role of SOWs

CloudCommerce Ventures offers a range of Services designed to support e-commerce businesses via cloud technology. The specific Services to be provided for any engagement will be detailed in a formal SOW or Service Agreement.

It is crucial to understand that each SOW/Service Agreement acts as a specific contract for that engagement. It will detail the precise scope, deliverables, payment terms, and timelines. In the event of any conflict between these general Terms of Service and a specific, signed SOW/Service Agreement, the terms of the SOW/Service Agreement shall take precedence for that particular engagement. These Terms provide the overarching framework for our relationship.

4. Client Responsibilities & Obligations

To ensure the success of our projects and the effective delivery of our Services, you agree to:

  • Provide accurate, complete, and timely information required by CloudCommerce Ventures.
  • Provide timely access to necessary personnel, systems, platforms, and Client Content.
  • Ensure you have all necessary rights, licenses, and permissions for any Client Content provided to us.
  • Appoint a designated representative with the authority to provide instructions, approvals, and decisions.
  • Provide timely feedback and approvals as requested or as defined in the SOW.
  • Comply with all applicable laws and regulations concerning your business, your e-commerce operations, and your use of the Platforms and Services (including data privacy, consumer protection, and payment processing laws).
  • Maintain the security of any access credentials provided to you.
  • Use the Services and Platforms only for lawful purposes.

Delays or failures on your part to meet these obligations may result in project delays and/or additional costs.

5. Fees, Payments, and Billing

You agree to pay CloudCommerce Ventures for the Services provided according to the fees and payment schedule outlined in the applicable SOW or Service Agreement.

  • Payment Terms: Unless otherwise specified in the SOW, invoices are typically due upon receipt. Payments may be structured as deposits, milestone payments, recurring fees (for hosting/support), or based on time and materials.
  • Late Payments: Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full. We reserve the right to suspend Services, including access to Platforms, for accounts that are significantly overdue.
  • Expenses: You agree to reimburse CloudCommerce Ventures for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services (e.g., third-party software licenses, stock photos, specific travel).
  • Taxes: All fees are exclusive of applicable taxes. You are responsible for paying all sales, use, value-added, or other taxes associated with the Services, excluding taxes based on our net income.

6. Intellectual Property Rights

  • Client Content: You retain all ownership rights to your Client Content. You grant CloudCommerce Ventures a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute your Client Content solely for the purpose of providing the Services as outlined in the SOW.
  • CloudCommerce Ventures Pre-Existing IP: We retain all ownership rights to our proprietary tools, software frameworks, methodologies, code libraries, know-how, and any other intellectual property developed or owned by us prior to or independently of our engagement with you.
  • Deliverables & Custom Work: The ownership of Deliverables and any custom code or designs created specifically for your project will be explicitly defined in the SOW. Typically, upon full payment, the Client receives either full ownership or an extensive, perpetual license to use the final, deployed Platform and its unique elements. However, CloudCommerce Ventures generally retains ownership of the underlying core code, tools, and methodologies used to create the Deliverables, unless otherwise agreed in writing.
  • No Implied Licenses: No licenses or rights are granted by implication, estoppel, or otherwise, except as expressly set forth herein or in an SOW.

7. Confidentiality

Both parties agree to protect each other’s Confidential Information. The receiving party will use the same degree of care it uses for its own confidential information (but no less than reasonable care) and will not disclose it to any third party (except as necessary to perform Services, and only under confidentiality obligations) or use it for any purpose other than fulfilling its obligations under these Terms or the SOW. This obligation continues for a reasonable period (typically 3-5 years, or as defined in the SOW) after the termination of our engagement.

8. DISCLAIMERS & WARRANTIES

  • NO GUARANTEE OF E-COMMERCE SUCCESS: CLOUDCOMMERCE VENTURES PROVIDES TECHNOLOGY TOOLS AND EXPERT SERVICES. WHILE WE STRIVE TO BUILD PLATFORMS THAT FACILITATE SUCCESS, WE DO NOT AND CANNOT GUARANTEE ANY SPECIFIC LEVEL OF SALES, REVENUE, PROFIT, TRAFFIC, OR OVERALL BUSINESS SUCCESS RESULTING FROM YOUR USE OF OUR SERVICES OR PLATFORMS. YOUR BUSINESS SUCCESS DEPENDS ON NUMEROUS FACTORS BEYOND OUR CONTROL, INCLUDING YOUR PRODUCTS, PRICING, MARKETING, CUSTOMER SERVICE, AND MARKET CONDITIONS.
  • LIMITED WARRANTIES: EXCEPT AS MAY BE EXPRESSLY PROVIDED IN A SPECIFIC, SIGNED SOW OR SERVICE AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLOUDCOMMERCE VENTURES DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  • THIRD-PARTY SERVICES: WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, SECURITY, OR POLICIES OF ANY THIRD-PARTY SERVICES, PLATFORMS (INCLUDING CLOUD HOSTING PROVIDERS LIKE AWS/AZURE/GCP, PAYMENT GATEWAYS, OR SHIPPING CARRIERS), OR APIS, EVEN IF WE INTEGRATE THEM INTO YOUR PLATFORM. YOUR USE OF THIRD-PARTY SERVICES IS SUBJECT TO THEIR RESPECTIVE TERMS AND POLICIES.
  • SECURITY: We implement industry-standard security practices. However, no system is 100% impenetrable. While we strive to build secure platforms, we cannot guarantee absolute security. Security is a shared responsibility, and you must maintain secure practices regarding your account credentials, data handling, and internal procedures.
  • WEBSITE CONTENT: Information on our Website is for general informational purposes only and does not constitute a binding offer or professional advice.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL CLOUDCOMMERCE VENTURES LLC, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE USE OR INABILITY TO USE ANY PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • IN NO EVENT SHALL CLOUDCOMMERCE VENTURES’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY SPECIFIC SOW OR SERVICE AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THAT SPECIFIC SOW/SERVICE AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
  • THESE LIMITATIONS APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

10. Indemnification

You agree to indemnify, defend, and hold harmless CloudCommerce Ventures LLC and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your use of the Services or Platforms; (b) your Client Content; (c) your breach of these Terms or any SOW; or (d) your violation of any applicable law or the rights of any third party.

11. Term and Termination

These Terms become effective upon your first use of our Website or Services and remain in effect until terminated. Specific SOWs will have their own terms. Either party may terminate these Terms or an SOW for cause if the other party commits a material breach and fails to cure it within 30 days of written notice. We may also terminate or suspend access for non-payment or violation of use restrictions. Upon termination, you must cease using the Services and pay all outstanding fees. Provisions intended to survive termination (including IP, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law) shall survive.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Bernardino County, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

13. Dispute Resolution

We encourage you to contact us first to resolve any disputes. If we cannot resolve a dispute amicably, both parties agree to attempt to resolve it through binding arbitration administered by a mutually agreed-upon arbitrator or service (such as JAMS or AAA) in San Bernardino County, California, under its applicable rules. Both parties waive the right to a trial by jury and agree not to participate in class action lawsuits.

14. Miscellaneous

  • Entire Agreement: These Terms, our Privacy Policy, and any applicable SOWs constitute the entire agreement between the parties.
  • Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms.
  • Waiver: No failure to exercise a right shall constitute a waiver.
  • Severability: If any part of these Terms is found unenforceable, the rest will remain in effect.
  • Notices: Notices must be in writing and sent to the addresses provided (ours is listed in Section 1 and 15, yours is as provided to us).
  • Force Majeure: We are not liable for delays caused by events beyond our reasonable control.

15. Contact Information

If you have any questions about these Terms of Service, please contact us at:

CloudCommerce Ventures LLC 16980 Nisqualli Rd Apt G208 Victorville, CA 92395

Email: legal@commerceventures.cloud

BY ENGAGING OUR SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.